UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Peak International Limited
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
G69586108
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(CUSIP Number)
James M. Chadwick
Chadwick Capital Management, LLC
4510 Executive Drive
Suite 200
San Diego, California 92121
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 1, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), (f) or (g), check the following
box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are being sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. G69586108
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monarch Activist Partners LP
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2 (b)[ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4 WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7 0
NUMBER OF ==========================================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8 719,997
OWNED BY
EACH ==========================================================
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 0
WITH
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SHARED DISPOSITIVE POWER
10 719,997
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 719,997
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 5.796%(1)
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TYPE OF REPORTING PERSON
14 OO
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---------------------------------
(1) Based upon 12,423,306 shares of the Issuer's common stock issued
and outstanding as of November 9, 2007, as reported on the Issuer's Form 10-Q
for the quarter ended September 30, 2007.
CUSIP No. G69586108
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chadwick Capital Management LLC
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
2 (b)[ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4 OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7 0
NUMBER OF ==========================================================
SHARES SHARED VOTING POWER
BENEFICIALLY 8 719,997
OWNED BY
EACH ==========================================================
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 0
WITH
==========================================================
SHARED DISPOSITIVE POWER
10 719,997
===============================================================================
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 719,997
===============================================================================
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES [ ]
===============================================================================
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 5.796%(1)
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TYPE OF REPORTING PERSON
14 OO
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(1) Based upon 12,423,306 shares of the Issuer's common stock issued
and outstanding as of November 9, 2007, as reported on the Issuer's Form 10-Q
for the quarter ended September 30, 2007.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER:
This Schedule 13D relates to the common shares of Peak International
Limited ("PEAK"). The principal executive offices of PEAK are located at Flat
E & F, 19/F., CDW Building, 388 Castle Peak Road, Tsuen Wan, New Territories,
Hong Kong.
ITEM 2. IDENTITY AND BACKGROUND:
(a) This statement on Schedule 13D is filed by Chadwick Capital
Management LLC ("CCM") and Monarch Activist Partners LP ("Monarch"). The
managers of CCM are James M. Chadwick and Sohail Malad. CCM is the General
Partner of Monarch and has sole voting and dispositive authority over
Monarch's accounts.
(b) The business address for CCM, Monarch, Mr. Chadwick and Mr. Malad
is 4510 Executive Drive, Suite 200, San Diego, California 92121.
(c) CCM's principal business is to provide asset management services
to private investment funds. Mr. Chadwick and Mr. Malad manage CCM's business.
(d)-(e) During the last five years, none of CCM, Mr. Chadwick, Mr.
Malad or Monarch has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgement, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) CCM is a limited liability company organized under the laws of
the State of Delaware. Mr. Chadwick and Mr. Malad are citizens of the United
States of America. Monarch is a limited partnership organized under the laws
of the State of Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The source of funds for the purchases of the 719,997 shares
beneficially owned by Monarch was the working capital of Monarch. Monarch
directly purchased those shares at the direction of CCM. The total purchase
price for those shares was $2,094,897.
ITEM 4. PURPOSE OF TRANSACTION:
The filing persons believe that PEAK's stock price is significantly
undervalued and intend to communicate with management in order to explore
measures to enhance shareholder value. The filing persons may acquire
additional shares either individually or jointly.
On November 1, 2007 Monarch submitted a letter to the Board of
Directors of the Issuer. Monarch's November 1, 2007 letter is appended hereto
as Exhibit 1.
Except as set forth above, the reporting persons have no present
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer
or of any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in
its investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person; Causing a class of securities of the
issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(h) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(i) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
(a) This statement relates to 719,997 shares held by Monarch. Based
on PEAK's Form 10-Q for the quarter ended September 30, 2007, 12,423,306
shares were outstanding as of November 9, 2007. Therefore, the 719,997 shares
reported on this Schedule 13D represent 5.796% of PEAK's outstanding shares.
(b) CCM and Monarch share voting and dispositive power over the
719,997 shares held by Monarch.
(c) During the past 60 days, Monarch acquired no additional PEAK
shares.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER:
CCM is the General Partner of Monarch under Monarch's Limited
Partnership Agreement. This agreement provides, among other things, the
authority to buy, invest in, hold for investment, own, assign, and transfer,
sell and otherwise deal in securities on behalf of Monarch. The 719,997 shares
reported as held by Monarch in this Schedule 13D are subject to CCM's
management.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Exhibit Number Description
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1 Letter dated November 1, 2007, from Sohail
Malad, Managing Partner of Monarch Activist
Partners LP to the Board of Directors of Peak
International Ltd.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated as of December 3, 2007
CHADWICK CAPITAL MANAGEMENT LLC
By: /s/ James M. Chadwick
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James M. Chadwick, Manager
MONARCH ACTIVIST PARTNERS LP
By: Chadwick Capital Management LLC,
its General Partner
By: /s/ James M. Chadwick
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James M. Chadwick, Manager
EXHIBIT 1
November 1, 2007
Sent via email
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Board of Directors
Peak International Ltd.
Flat E & F 19th Floor CDW Building
388 Castle Peak Road
Tsuen Wan, Hong Kong
Gentlemen:
Monarch Activist Partners (Monarch) is one of the largest shareholders of Peak
International Limited (Peak) and we are writing this letter to articulate our
frustration with the company's performance.
As evidenced by EPAK's publicly available marketing presentation, there is
substantial growth in the core tray, disc caddy businesses; growth that has
remained elusive for Peak. Despite the same messaging in every call regarding
design wins and sales in core and new verticals being right around the corner,
no improvement has been realized. In fact, the company's gross margins
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continue to deteriorate and even worse, the company has eroded its book value
and begun to bleed cash. Until now we have been patient, understanding
business turnarounds can take time. However, it is obvious that no
improvements are being made and we along with other significant investors are
in disbelief over what amounts to empty rhetoric.
We strongly encourage the board to immediately hire an investment banker to
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explore strategic alternatives including the potential sale of the company.
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Monarch has given ample time to Peak's management and has refrained from
applying public pressure to highlight the disappointing job performance.
However, one has to ask, if substantial new sales are close to being realized
then why hasn't management shown any conviction through purchasing shares in
the company? Or at the board level, if the current course was the best path
for maximizing shareholder value, and improvements were imminent, why hasn't
the board authorized a substantial share repurchase program at these depressed
levels?
We believe the company has potential, but it will never be fully realized as
an independent public company overseen by this board and management team.
Should the board fail to hire an investment banker or begin pursuing a sale of
the company on its own, we will make our displeasure public and look to
replace directors who persist in destroying shareholder value.
Sincerely,
/s/ Sohail Malad
Sohail Malad
Managing Partner, Monarch Activist Partners